Corporate Law
4. Baskı,
Haziran 2021
Kitabın Detayları
Dili:
İngilizce
Ebat:
16x24
Sayfa Sayısı:
658
Kitabın Fiyatı:
515,00₺
Stoktan hemen gönderilir.
Kitabın Açıklaması
This book which is the translation of author's "Corporate Law" 4th edition in Turkish is prepared for both practitioners and students.
In this book, the corporation (partnership) concept is dealt all-round under the arrangements subject to. Accordingly, at first with provisions effecting all corporations regulated by TCC no. 6098 the ordinary partnership is analysed, the corporate groups concerned business corporations, merger, acquision, separation and changes in legal forms are studied. Subsequently, general partnership and limited partnership which are in sole proprietorship companies, then joint stock companies, limited liability companies and shared capital companies are studied. Moreover cooperative companies are included in this edition.
Kitabın Konu Başlıkları
Concept of Company and its Components
Ordinary Partnership
General Provisions Regarding Trading Corporations
General Partnership
Limited Partnership
Incorporated Company
Limited Partnership in which the Capital is divided into Shares
Limited Liability Company
Cooperative Company
Kitapla İlgili Kategoriler
Kitabın İçindekileri
Contents
Foreword
7
Foreword for the 2nd Edition
8
Foreword for the 3rd Edition
9
Foreword for the 4th Edition
10
Abbreviations
45
§ 1. SUBJECT AND SOURCES OF CORPORATE LAW, CONCEPT OF COMPANY (PARTNERSHIP), ITS DEFINITION AND CLASSIFICATION
47
I. SUBJECT AND SOURCES OF CORPORATE LAW
47
A. Subject of Corporate Law
47
B. Sources of the Corporate Law
50
II. CONCEPT OF CORPORATION
52
III. DEFINITION AND COMPONENTS OF CORPORATION
56
A. Definition
56
B. Components of Corporation
57
1. Component of Person (Partner)
58
2. Component of Agreement
61
3. Component of Shared (Common) Purpose
63
4. Component of Capital
66
5. Component of Affectio Societatis (Principle of Actively Working Towards a Common Purpose)
71
IV. CLASSIFICATION OF COMPANIES
73
A. Companies with Legal Personality – Companies without Legal Personality
73
1. Companies with Legal Personality
73
2. Companies without Legal Personality
74
B. Partnership Companies – Equity Companies
75
1. Partnership Companies
75
2. Equity Companies
76
C. Partnerships According to Their Capital Structures
78
1. Fixed Capital Partnerships
78
2. Registered Capital Partnerships
78
3. Variable Capital Partnerships
79
D. Companies Whose Partners Rely on the Unlimited Liability Principle – Companies That Are Based on the Limited Liability Principle
80
E. Companies According to Their Partners with Simple and Joint Liability
82
§ 2. ORDINARY PARTNERSHIP
83
I. CONCEPT
83
A. Joint Venture
85
B. Consortium
86
II. INCORPORATION OF ORDINARY PARTNERSHIP
87
A. Articles of Association and Form
87
1. Rule
87
2. Exception
88
B. Capital
88
III. SHARING LOSS AND PROFIT
90
IV. ADMINISTRATION OF ORDINARY PARTNERSHIP
92
A. Rule
92
B. Management of the Company Regarding Ordinary and Extraordinary Affairs
93
C. Relationships Between the Managing Partners and Other Partners and Specifically the Obligation of the Managing Partner to be Accountable and Pay the Dividends
95
D. EliminationLimitation of the Power to Manage
96
V. RELATIONSHIP OF RESPONSIBILITY BETWEEN PARTNERS
97
VI. AUDITING IN ORDINARY PARTNERSHIPS
100
VII. CHANGES AMONG PARTNERS AND IN THE STRUCTURE OF COMPANY
101
A. Including New Partners and Sub Participation
101
B. Leaving Company and Exclusion from Company
102
1. In General Terms
102
2. Liquidation of Company’s Shares
104
3. Insufficiency of Company’s Assets and Fate of Uncompleted Works
105
VIII. REPRESENTATION OF ORDINARY PARTENRSHIP – RELATIONS BETWEEN THE COMPANY AND THIRD PERSONS
106
IX. TERMINATION OF ORDINARY PARTENRSHIP
108
A. In General Terms
108
B. Reasons for Automatic Termination
109
1. Realization of the Purpose Set out in the Articles of AssociationIt Becomes Impossible to Realize That Purpose
109
2. Death of a Partner if There is No Provision in the Articles of Association for Maintaining the Company with the Inheritors
110
3. Converting the Liquidation Dividend of a Partner into Money, BankruptcyLimitation of One of the Partners
111
a. Converting the Liquidation Dividend of One of the Partners into Money by Compulsory Execution
111
b. Bankruptcy of One of the Partners
111
c. Limitation of One of the Partners
112
4. Expiration of the Term Determined for the Company
112
C. Reasons for Willful Termination (Dissolution)
113
1. Unanimous Decision of All Partners
114
2. Termination of the Company by a Unilateral Right of Termination
114
3. Terminating the Company by a Court Decision based on a Justifiable Termination
115
X. LIQUIDATION OF ORDINARY PARTNERSHIP
116
XI. STATUTE OF LIMITATION
118
§ 3. GENERAL PROVISIONS REGARDING TRADING CORPORATIONS
121
I. TYPES OF TRADING CORPORATIONS
121
II. CAPABILITIES OF TRADING CORPORATIONS
123
III. PROVISIONS TO BE APPLIED FOR TRADING CORPORATIONS
126
IV. CAPITAL IN TRADING CORPORATIONS
127
A. In General Terms
127
B. Types of Capital That May Be Introduced Into Trading Corporations
127
C. Performance of Liability to Introduce Capital
129
1. Performance of Liability to Introduce Cash Capital
129
2. Performance of Liability to Introduce Capital in Kind
133
3. Performance of Liability to Introduce Labor Capital
138
D. Partners’ Right to Request Interest and Fees
140
V. MERGER IN THE TRADING CORPORATIONS
140
A. Concept and Principles
140
B. Legal Limits of Merger
142
C. Protection of Partners and Creditors in the Merger
144
1. Protection of Shares and Rights of the Partnership
144
2. Separation Provision
145
3. Increase of Capital
146
D. Merger Procedure (Stages of Merger)
147
1. Preparation of Merger Agreement
147
2. Merger Report
149
3. Right of Examination and Announcement
151
4. Notification of Changes in Assets
152
5. Decision to Merge
153
6. Registration and Announcement of the Merger Decision
154
E. Outcomes of the Merger
155
1. Transition without Liquidation
155
2. Liability for the Debts Incurred before the Merger
155
3. Protection of Creditors
156
4. Protection of Employees
157
VI. DEMERGER IN TRADING CORPORATIONS
157
A. Concept and Principles
157
B. Types of Demerger
159
1. Full Demerger
159
2. Partial Demerger
160
C. Legal Limits of Demerger
160
D. Demerger Procedure (Stages of Demerger)
161
1. Principles
161
2. Interim Financial Statement
162
3. Demerger Agreement and Demerger Plan
163
4. Demerger Report
164
5. Right of Examination
165
6. Demerger Decision
166
a. In General Terms
166
b. Quorum of the General Assembly Regarding the Demerger Procedure
167
7. Registration in Trade Registry
169
VII. CHANGE OF TYPE IN TRADING CORPORATIONS
169
A. Concept and Principles
169
B. Changes of Type that are Permitted in the TCC.
171
C. Protection of Company’s Shares and Rights in Change of Type
172
D. Procedure for Change of Type (Stages of Change of Type)
173
1. Performance of the Incorporation and Preparation of the Financial Statement
173
2. Plan for Change of Type
174
3. Report for Change of Type
174
4. Partners’ Right of Examination
175
5. Decision of the General Assembly Regarding Change of Type
176
6. Registration and Announcement
177
VIII. COMMON PROVISIONS REGARDING MERGER, DEMERGER AND CHANGE OF TYPE
178
A. Filing an Action for Examining Partnership Interests and Partnership Rights
178
B. Filing an Action for Annulment of Merger, Demerger and Change of Type and Consequences of Deficiencies
179
C. Liability
179
IV. CONGLOMERATES
180
A. In General Terms
180
B. Cases of Creating Controlling and Affiliate Companies
181
1. By the Control Tools
181
2. By Establishing Control through an Agreement
182
3. Presumption of Controlling Company
183
4. Possibility of Forming another Independent Controlling Company
183
C. Possibility of Forming a Controlling Company through Reciprocal Shareholding
184
D. Provisions
184
1. Calculation of Shares and Voting Rates
184
2. Notification (Explanation), Registration and Announcement Obligations
185
3. Reports of the Subsidiaries and Controlling Companies
186
4. Obtaining Information Regarding Subsidiaries
188
5. Liabilities of Controlling Company
188
V. AUTHORITY OF THE MINISTRY OF CUSTOMS AND TRADE REGARDING TRADING CORPORATIONS
190
§ 4. GENERAL PARTNERSHIPS (Collective Companies)
193
I. CONCEPT
193
A. In General Terms
193
B. Definition and Components
195
1. Definition
195
2. Components
195
a. Component of Person (Partner)
195
b. Component of Purpose
196
c. Commercial Title
197
d. Legal Personality
198
e. Unlimited Liability
198
II. INCORPORATION OF GENERAL PARTNERSHIP
199
A. Preparation of Articles of Association of the General partnership and its Approval by the Notary PublicPerforming the Approval of Signatures at the Directorates of Trade Registry
200
1. Form of Articles of Association
200
2. Contents of Articles of Association
201
a. Mandatory Entries that are supposed to be Present in Articles of Association
201
b. Other Entries that May Be Placed in Articles of Association
202
B. Notary Public’s ApprovalPlacing Signatures in the Presence of the Director of Trade Registry
202
C. Registration and Announcement
203
III. PARTICIPATION OF PARTNERS INTO PROFIT AND LOSS AND THEIR VOTING RIGHTS
205
A. Participation of Partners into Profit and Loss
205
B. Rule Regarding Voting Rights
208
IV. MANAGEMENT, REPRESENTATION AND AUDIT
209
A. Management
209
1. Authorized Managers
209
2. Revoking Management Authority
210
3. Acting Individually and Collectively in Company Management
211
B. Representation
213
1. Authorized Representatives
213
a. In General Terms
213
b. Appointment of Representative/s
214
2. Scope, Limitation and Termination of Power of Representation
215
a. Scope and Limitation of Power
215
aa. Scope of Power
215
bb. Limitation (Co–signature, Branch Businesses and Limited Power)
215
b. Termination of the Power
216
3. Legal Outcomes of Representation
217
C. Auditing
218
V. PROHIBITION OF COMPETITION
218
VI. LEGAL STATUS OF CREDITORS REQUESTING RECEIVABLES FROM GENERAL PARTNERSHIP / PARTNERS’ LIABILITIES
220
VII. BANKRUPTCY
224
VIII. SET–OFF
225
IX. CHANGES IN PARTNERSHIP STRUCTURE
226
A. In General Terms
226
B. Inclusion of a New Partner into the Company
226
C. Leaving the Company
227
1. In General Terms
227
2. Leaving the Company
228
3. Leaving the Company by Transferring Shares
228
4. Exclusion of one Partner from the Company
229
5. Death of a Partner
230
D. Legal Consequences of Leaving the Company
232
1. Registration and Announcement
232
2. Liability
232
3. Payment of Separation Provision
233
X. TERMINATION OF GENERAL PARTNERSHIP
234
A. In General Terms
234
B. Cases for Company’s Abolishment
235
C. Cases for Company’s Dissolution
238
XI. LIQUIDATION OF GENERAL PARTNERSHIP
239
A. In General Terms
239
B. Appointment and Dismissal of Liquidators
240
1. Appointment of Liquidators
240
2. Dismissal of Liquidators
241
C. Liquidation Procedures
241
D. Erasure of Company’s Registration from the Trade Registry
243
§ 5. (ORDINARY) LIMITED PARTNERSHIPS
245
I. GENERAL INFORMATION AND COMPARISON WITH GENERAL PARTNERSHIPS
245
II. DEFINITION AND COMPONENTS OF LIMITED COMPANY
246
A. Definition
246
B. Components
247
1. Partners
247
2. Commercial Establishment
248
3. Commercial Title
248
4. Liability
249
5. Legal Personality
249
III. ESTABLISHMENT OF LIMITED PARTNERSHIP
250
A. Issuance of the Articles of Association
250
B. Notary Public’s ApprovalPlacing Signatures before the Director of Trade Registry
251
C. Registration and Announcement in the Trade Registry
251
III. TYPES OF LIMITED PARTNERSHIP
252
A. Ordinary Limited Partnership
252
B. Limited Partnership in which the Capital is divided into Shares
252
IV. OPERATION OF THE LIMITED PARTNERSHIP
253
A. Management of the Company
253
B. Representation of the Company
254
C. Auditing in the Limited Partnerships
255
V. LIMITATIONS REGARDING COMPETITION
256
VI. PARTICIPATION OF PARTNERS INTO PROFIT AND LOSS, TRANSFER AND SUCCESSION OF PARTNERSHIP INTERESTS
256
A. Participation of Partners into Profit and Loss
256
B. Transfer and Succession of Partnership Interests
257
VII. PRINCIPLES OF LIABILITY WHICH THE PARTNERS ARE SUBJECT TO
257
A. Liability of Active Partners
257
B. Liability of Silent Partners
257
1. Rule
257
2. Exceptions (Cases Where Silent Partners Liabilities Are Expanded)
258
a. Placing the Name and Last Name of Silent Partner in the Company’s Commercial Title
258
b. Conducting Procedures in Representation of the Company
259
c. Performing Procedures before Registration of the Company
259
d. The Case where the Valuation of Capital is against Reality
260
e. The Case where the Silent Partner Makes a Commitment
260
VI. TERMINATION AND LIQUIDATION OF THE LIMITED PARTNERSHIPS
260
§ 6. INCORPORATED COMPANIES
261
I. IN GENERAL TERMS
261
II. DEFINITION AND COMPONENTS
263
A. Definition
263
B. Components
263
1. Component of Partner (Person)
263
2. Component of Written Articles of Association
266
3. Component of Purpose and Subject Matter
267
4. Component of Commercial Title
267
5. Component of Capital
268
6. Component of Limited Liability
272
7. Component of Legal Personality
272
III. GENERAL GOVERNING PRINCIPLES OF INCORPORATED COMPANIES AND THE PRINCIPLE OF STATE SUPERVISION OVER INCORPORATED COMPANIES
273
A. General Governing Principles of Incorporated Companies
273
1. Majority Principle
273
2. Principle of Having Rights in the Percentage of Contribution into the Capital
276
3. Principle of Protection of Assets
277
4. Principle of Disclosure (Transparency)
279
5. Principle of External Auditing
280
6. Principle of Managing a Foreign Asset
280
7. Principle of Equal Treatment
281
B. Principle of State Supervision over Incorporated Companies
282
1. In General Terms
282
2. ment of the Ministry’s Permission for Incorporation and Changes in Articles of Association
283
3. Representation of Public Legal Entities in the Board of Directors
284
IV. CLASSIFICATION OF THE INCORPORATED COMPANIES AS THOSE THAT ARE PUBLIC AND NON–PUBLIC COMPANIES
285
A. In General Terms
285
B. Non–Public (Non–Public Type) Incorporated Companies
285
C. Public Incorporated Companies
286
V. INCORPORATION OF INCORPORATED COMPANY
288
A. Moment of Incorporation (Preliminary Incorporated Company)
288
B. Incorporation Documents
289
C. Founders
289
D. Types of Incorporation
289
1. Immediate Incorporation
289
2. Incorporation by the Condition of Public Offering
290
E. Preparation of the Articles of Association and Approval of the Signatures by the Notary Publicthe Signature of the Articles of Association in the Presence of the DirectorVice Director of the Trade Registry
293
1. Form
293
2. Contents
294
F. Valuation of Capital in Kind
296
G. Payment of Share Prices
296
H. Interests of Founders
298
I. Ministry’s Permission, if Necessary
299
J. Registration and Announcement of the Company
302
K. Possibility of Lawsuit for Annulment
303
L. Fraud against Law
305
VI. ORGANS OF THE INCORPORATED COMPANY
306
A. In General Terms
306
B. General Assembly
307
1. In General Terms
307
2. Duties and Powers of the General Assembly
309
3. General Assembly Meetings
310
a. In General Terms
310
b. Types of Meetings
311
aa. Ordinary General Assembly Meeting
311
bb. Extraordinary General Assembly Meeting
311
c. Those Who Have the Power and Right to Attend the Meeting
311
d. Call for General Assembly Meeting
313
aa. Those who are authorized to make the Call
313
aaa. Board of Directors
313
bbb. Shareholders
314
ccc. Minority
314
ddd. Liquidators
315
bb. Form and Time of the Call
315
cc. General Assembly Meeting without the Call
316
e. Meeting Agenda
316
aa. General Rule: Adherence to the Agenda Principle
316
bb. Exceptions of Adherence to the Agenda Principle
318
f. Running Meetings
320
aa. List of Attendees
320
bb. Chairmanship of the Meeting (Chairmanship Council) and Internal Directive
322
aaa. Chairmanship of the Meeting
322
bbb. Internal Directive
322
i. In General Terms
322
ii. Principles Regarding Internal Directive
322
iii. Matters That Would Take Place in Internal Directive as a Minimum
323
iv. Application of Internal Directive’s Provisions
324
cc. Adjournment of the Meeting and Minutes of Meeting of the General Assembly
325
aaa. Adjournment of the Meeting
325
bbb. Minutes of General Assembly Meetings
325
dd. Electronic General Assembly
326
ee. Quorums for the General Assembly Meetings and Decisions
329
aaa. In General Terms
329
bbb. Ordinary (Simple) Quorum for Meetings and Decisions (Rule)
329
ccc. Meeting and Decision Quorums Sought in the Changes of Articles of Association
330
i. In Ordinary Changes of the Articles of Association
330
ii. Special Articles of Association Change
330
iia. Special Cases for Changes of Articles of Association where Unanimous Vote is sought
331
iib. Special Cases for Changes of Articles of Association where Participation of At Least Seventy Five Percent of the Capital is d
331
4. Nullity of the General Assembly Decisions: Cases for Cancellation, Nullity and Invalidity
334
a. Cancellation
334
aa. Reasons for Cancellation
334
bb. Persons Who May File the Suit for Cancellation
335
b. Cases for Nullity and Invalidity
336
c. Common Provisions Regarding Cancellation and Nullity Sanctions
338
C. Board of Directors
339
1. In General Terms
339
2. Responsibilities and Powers of the Board of Directors
339
3. Special Responsibilities and Powers of the Board of Directors
341
a. Responsibilities in Cases of Loss of Capital and over indebtedness
342
b. Power to Request Concordat
343
c. Responsibilities and Powers Regarding Early Determination and Management of the Risk
343
4. Membership of the Board of Directors
344
a. Conditions of Membership
345
5. Qualifications of the Members of the Board of Directors
346
a. Being a RealLegal Person
347
b. Being Fully Competent
348
c. Not Having Any Obstacle for being elected
348
d. Having the Qualifications Set Out in the Articles of Association
349
6. Election of Members, Representation of Groups and Terms of Office
349
a. Election of Members
349
b. Representation of Groups in the Board of Directors
350
c. Term of Office
351
7. Rights and Responsibilities of the Members of the Board of Directors
351
a. Rights
351
aa. Administrative Rights
351
aaa. Participating into Management
352
bbb. Power to Represent the Company
352
ccc. Right to Obtain Information and Examine
353
bb. Financial Rights
354
aaa. Attendance Fee
355
bbb. Wage
355
ccc. Getting a Share of the Profit
356
ddd. Premium and Bonus
356
b. Responsibilities
356
aa. Responsibility of Management and Supervision
357
bb. Obligation of Care and Loyalty
358
cc. Obligation of Not Carrying Out Transactions with the Company (Prohibition of Carrying Out Transactions with the Company)
362
dd. Prohibition of Borrowing in the Company
363
ee. Prohibition of Competition
365
ff. Prohibition of Attending Deliberation
366
gg. Obligation of Equal Treatment
367
8. Decision Making Mechanism of the Board of Directors
369
a. In General Terms
369
b. Transfer and Division of Powers of Management
370
c. Quorums for Meetings and Decisions
372
d. Nullity of the Decisions
372
9. Representation of the Company
373
a. In General Terms
373
b. Rule of Representation: Double Signature
374
c. Limitation of the Power of Representation
376
aa. In General Terms
376
bb. Common Representation
376
cc. Limitation by the Affairs of a Branch
376
10. Committees and Commissions to be created by the Board of Directors
377
a. In General Terms
377
b. Assistant Committees for the Board of Directors (Review Committees)
379
aa. In General Terms
379
bb. Financial Auditing Committee
380
cc. Committee for Early Detection and Management of Risk
381
dd. Committees that are Set Forth as a Necessity of Corporate Management
383
11. Liability of the Members of the Board of Directors
384
a. In General Terms
384
b. Form of Liability
387
c. Responsibility Due to Public Debts
388
d. Voluntary Insurance
388
12. Termination of the Membership of the Board of Directors
389
VII. EXTERNAL REVISION (AUDITING) AS A TYPE OF UPPER LEVEL SUPERVISION IN THE INCORPORATED COMPANIES
390
A. In General Terms
390
B. Concepts that are Included in the Upper Level Supervision
392
1. Concept of Auditing
392
2. Concept of Control
393
3. Concept of Revision / Investigation
394
a. In General Terms
394
b. Internal Revision
394
c. External Revision
396
C. Subject Matter of External Revision in the Incorporated Companies
398
D. Scope of External Revision (Auditing)
400
E. ments of External Auditing
401
F. External Reviser: Account Reviser/Auditor
401
1. Election and Dismissal of External Reviser and Termination of His/her Agreement
401
2. Persons Who May Become External Revisers (Auditors)
403
G. Presentation Obligation of the Board of Directors and the External Reviser’s Right to Obtain Information
405
H. External Revision Report and Opinion Letters
406
I. Liability of the External Revisers Arising from Confidentiality Obligation
409
VIII. SHARES AND SHAREHOLDING IN THE INCORPORATED COMPANIES
410
A. Concept of Share and Its Types
410
1. In General Terms
410
2. Types of Shares
412
a. Ordinary Share – Privileged Share
412
b. Share with Charge –Share Without Charge (Gratis)
414
B. Debts and Rights of the Shareholder
414
1. Shareholder’s Obligations
415
a. Obligation to Pay the Share Price and the Legal Consequences of Violating the Obligation to Perform the Share Price Undertaking
415
aa. Obligation to Perform the Share Price Undertaking
415
bb. Legal Consequences of Violating the Obligation to Perform the Share Price Undertaking
416
b. Secondary Obligations
417
d. Obligation to Repay the Dividend Which Was Unjustly Obtained
418
2. Shareholder’s Rights
418
a. Rights Regarding Management
419
aa. Right to Attend the General Assembly
419
bb. Right to Vote
419
cc. Right to Obtain, Examine and Audit Information
420
dd. Right to Leave the Company
422
ee. Right to File a Suit for Liability
423
b. Financial Rights of the Shareholder
423
aa. Right of Dividend
423
bb. Right of Obtaining Liquidation Dividend
425
cc. Preparatory Period Interest
425
dd. Right of Preemption
426
ee. Right of Requesting Separation Provision in Mergers, Change of Type and Demergers, and Suit for Offsetting Request
427
3. Minority Rights in the Incorporated Companies
427
a. In General Terms
427
b. Types of Minority Rights
430
aa. Negative Minority Rights
430
aaa. Cases of Weighted Majority
430
bbb. Preventing Compromise and Release
431
bb. Positive Minority Rights
431
aaa. Calling the General Assembly Meeting and the Right to Request Adding Items to the Agenda
431
bbb. Requesting Appointment of Special Auditor
432
ccc. Postponement of the Financial Statement Deliberations
432
dd. Dismissal of Account Reviser and Filing a Suit for Appointment of a New Accounting Reviser
433
ee. Right to Request Printing Registered Share Certificates
433
ff. Right to Request Termination of the Company for Justifiable Reasons
434
IX. SECURITIES IN THE INCORPORATED COMPANIES
434
A. Share Certificates
435
B. Transfer of Share Certificates
437
1. Transfer of Bearer Share Certificates
437
2. Transfer of Registered Shares and Share Certificates
438
C. Limitation of Transfer (Context)
438
1. Legal Limitation (Legal Context)
439
2. Limitation by Articles of Association
439
a. In General Terms
439
b. Unquoted Registered Shares
440
c. Quoted Registered Shares
441
D. Location of Share Ledger
445
E. Other Securities Set Out by the TCC.
446
1. Redeemed Shares
446
2. Debt Securities and Securities Including the Right to Obtain and Change
447
X. AMENDING THE ARTICLES OF ASSOCIATION
448
A. Amendment of Articles of Association in General Terms
448
1. Method to be Followed and Quorum
449
2. Special Assembly Meeting of the Privileged Shareholders
450
3. Registration
452
B. Special Amendments of Articles of Association
452
1. Increasing Capital
452
2. Decreasing Principal Capital
456
XI. FINANCIAL MANAGEMENT AND CONTINGENCY RESERVES IN THE INCORPORATED COMPANIES
458
A. Financial Tables
458
1. In General Terms
458
2. Principles Governing Preparation of Financial Tables
459
B. Annual Activity Report of Board of Directors
461
C. Contingency Reserves in Incorporated Companies
463
1. Definition
463
2. Purpose for Setting Forth the Contingency Reserves and their Characteristics
465
3. Types of Contingency Reserve
467
a. Legal Contingency Reserves
467
b. Contingency Reserves that are Voluntarily Spared by the Company (Voluntary Contingency Reserves)
469
aa. Contingency Reserves that are spared by the Articles of Association (Status Contingency Reserves)
469
bb. Contingency Reserves that are spared by the Decision of the General Assembly
470
c. Relationship between the Dividend and Contingency Reserves (Extraordinary Contingency Reserve)
470
XII. PROFIT AND LIQUIDATION DIVIDEND
471
A. Principle
471
B. Manner of Calculation
472
C. Prohibition of Interest and Exceptions
473
D. Dividend Shares
474
E. Repayment Obligation
474
XIII. TERMINATION AND LIQUIDATION OF THE INCORPORATED COMPANY
475
A. Termination of the Incorporated Company
475
1. In General Terms
475
2. Cases for Involuntary Termination of the Incorporated Companies (Dissolution)
477
a. Expiration of the Company’s Term
477
b. By Realization of Its Subject Matter of OperationBy Its Subject Matter of Operation Becoming Impossible
478
c. By Realization of Any Reason for Termination which is Set Forth in the Articles of Association
479
d. By Losing Two Thirds of the Principal Capital
479
e. Transfer of Headquarters of the Incorporated Company Abroad
480
3. Voluntary Termination of the Incorporated Company (Reason for Voluntary Termination – Termination by the Decision of the General Assembly)
481
4. Cases for Termination of the Incorporated Company by the Decision of the Court (Cases for Dissolution by the Court Decision)
484
a. Lack of Any one of the Organs of the Incorporated CompanyInability of the General Assembly to Meet
484
b. Performing ProceduresActivities against the Public Orderthe Subject Matter of the Field of Operation
484
c. Realization of One of the Reasons for Dissolution Set Forth in the Articles of Association
485
d. Deficiency in Incorporation and Contrariety against the Provisions of the Law
486
e. Company’s Purpose Becomes against the Law and the Public Morals
488
f. Dissolution of the Incorporated Company for Justifiable Reasons
488
g. Termination of the Incorporated Company by Bankruptcy
489
B. Liquidation Stage
491
1. Executor(s) of Liquidation
491
2. Liquidation Affairs
493
3. Outcome of Liquidation
496
a. Distribution of Liquidation Outcome
496
b. Keeping Books
496
c. Deletion of Commercial Title of the Company
497
XIV. CASES OF LEGAL LIABILITY IN THE INCORPORATED COMPANIES
498
A. General Cases of Legal Liability
498
1. Contrariety of the Documents and Declarations Against the Law
498
2. Wrong Declarations Regarding Capital and Knowing Insolvency
498
3. Fraud in Valuation
499
4. Collecting Money from Public
499
B. Liabilities of Founders, Members of the Board of Directors, Managers and Liquidators
499
C. Liability of the Account Reviser (External Auditor)
500
D. Company’s Loss
500
E. Succession and Application
501
F. Acquittal
502
G. Statute of Limitation
502
H. Authorized Court
503
XV. CRIMINAL LIABILITY
503
§ 7. LIMITED PARTNERSHIPS IN WHICH THE CAPITAL IS DIVIDED INTO SHARES
507
I. DEION AND PROVISIONS TO BE APPLIED
507
II. INCORPORATION
508
III. MANAGEMENT
509
IV. PROHIBITION OF COMPETITION
510
§ 8. LIMITED LIABILITY COMPANIES
511
I. CONCEPT OF LIMITED LIABILITY COMPANY IN GENERAL TERMS AND REFERENCES MADE TO INCORPORATED COMPANIES
511
A. Concept of Limited Liability Company in General Terms
511
B. References Made to the Incorporated Company
514
II. DEFINITION AND COMPONENTS
517
A. Definition
517
B. Components
517
1. Component of Commercial Title
517
2. Component of Principal Capital
518
3. Component of Person (Partner)
520
4. Component of Limited Liability of Partners
521
a. Rule
521
b. Exception
522
5. Component of Purpose and Subject Matter
525
6. Component of Legal Personality
526
III. INCORPORATION
526
A. Preparation and Mandatory Content of the Articles of Association
526
B. Moment of Incorporation
529
C. Registration Procedure
530
1. Registration Request
530
2. Registration and Announcement
531
3. Obtaining Legal Personality
532
IV. AMENDING ARTICLES OF ASSOCIATION OF LIMITED LIABILITY COMPANY
533
A. Amending Articles of Association In General Terms
533
1. In General Terms
533
2. Authorized Organ in Amending the Articles of Association
534
B. Special Cases of Amending Articles of Association
535
1. Increasing Principal Capital
535
a. In General Terms
535
b. Right of Preemption
536
2. Decreasing Principal Capital
537
V. SUBJECTING PRINCIPAL CAPITAL SHARE IN LIMITED LIABILITY COMPANIES TO LEGAL PROCEDURES
537
A. Rule
537
1. Share Certificates
538
2. Share Ledger
538
B. Transfer of Principal Capital Share
539
1. Procedure for Voluntary Transfer of Shares
539
2. Transfer of Principal Capital Share by Law
540
a. In General Terms
540
b. Company’s Right to Acquire Those Shares in Their Real Value
541
c. Determination of Real Value
541
3. Registration of Transfer and Exchange
542
C. Rights of Usufruct and Lien on the Principal Capital Shares and Acquisition by the Limited Liability Companies of Their Own Principal Capital Shares
542
1. Rights of Usufruct and Lien on the Principal Capital Shares
542
2. Acquisition by the Limited Liability Companies of Their Own Principal Capital Shares
543
VI. RIGHTS AND OBLIGATIONS OF PARTNERS IN LIMITED LIABILITY COMPANIES
543
A. Rights
543
1. In General Terms
543
2. Financial Rights
546
a. Right of Dividend
546
b. Prohibition of Interest and Preparatory Period Interest
548
c. Right to Acquire New Shares
548
d. Right to Request Separation Provision
550
e. Right of Obtaining Liquidation Dividend
551
2. Rights Regarding Management
552
a. Attending the General Assembly
552
b. Right to Vote
553
c. Right to Participate into Company’s Management and Representation
556
aa. In General Terms
556
bb. Rights Protecting the Partners
557
aaa. Right to Obtain and Examine Information
557
bbb. Right to File Suit for Determination of Nullity and Cancellation
557
ccc. Right to File Liability Suit
558
ddd. Right to Leave Company
559
i. Recognition of the Right to Leave by the Articles of Association
559
ii. Right to Leave Company for Justifiable Reasons
559
eee. Right to Participate Into Leaving
560
fff. Right to Request another Partner’s Dismissal from the Company
560
ggg. Right to File Suit for the Dissolution of the Company
562
i. In General Terms
562
ii. Filing a Suit for Termination due to Justifiable Reasons
562
hhh. Right to Request Being Subjected to Equal Treatment
563
B. Obligations
563
1. Obligation to Pay the Subscribed Capital
563
2. Obligation to Manage the Company
564
3. Loyalty Obligation and Prohibition of Competition
564
4. Additional Payment and Additional Performance Obligations
566
a. Additional Payment Obligation
566
aa. In General Terms
566
bb. Continuation of Obligation
567
cc. Repayment
567
b. Additional Performance Obligation
567
c. Subsequent Stipulation
568
VII. ORGANS OF LIMITED LIABILITY COMPANY
568
A. In General Terms
568
B. General Assembly
569
1. In General Terms
569
2. Powers of General Assembly
569
3. Convention of General Assembly
571
a. Call
571
b. Making a Decision without Making a General Assembly Meeting
573
3. Right to Vote and it’s Calculation
575
4. Quorums for Making Decisions in the General Assembly
576
a. Quorum in Amendments of the Articles of Association and Ordinary Quorum for Making Decisions
577
aa. Ordinary Quorum for Making Decisions
577
bb. Quorum in Amendments of the Articles of Association
577
b. Quorum for Making Extraordinary Decisions (Quorum in Important Decisions)
577
5. Nullity of Decisions
579
C. MANAGEMENT AND REPRESENTATION OF THE COMPANY
579
1. Managers
579
a. In General Terms
579
b. Having Multiple Numbers of Managers
581
c. Responsibilities and Powers of Managers
581
d. Scope and Limitation of the Power of Representation
583
e. Rights of Managers
584
f. Obligations of Managers
585
aa. Obligation of Care and Loyalty
585
bb. Prohibition of Competition
585
cc. Obligation of Equal Treatment
585
dd. Responsibilities
586
2. Commercial Representatives and Commercial Agents
586
VIII. TERMINATION IN LIMITED LIABILITY COMPANIES
587
A. Reasons for Termination
587
1. Special Reasons for Termination that are Set Forth in the Law
588
a. Inexistence of Mandatory OrgansInability to Convene
588
b. Termination for Justifiable Reasons
588
2. Outcomes of Dissolution
589
B. Liquidation
589
IX. PROVISIONS TO BE APPLIED
589
§ 9. COOPERATIVE COMPANIES
591
I. IN GENERAL TERMS
591
II. DEFINITION and COMPONENTS
591
A. Definition
591
B. Components
592
1. Component of Partner (Person)
592
2. Component of Articles of Association
593
3. Component of Purpose
593
4. Component of Commercial Title
594
5. Component of Capital
595
6. Component of Liability
596
a. Rule: Limited Liability
596
b. Exception: Unlimited Liability
597
7. Component of Legal Personality
597
III. INCORPORATION OF COOPERATIVE COMPANY
598
A. Preparation of the Articles of Association and Its Signature before the Authorized Personnel at the Directorate of Trade Registry
598
1. Form of the Articles of Association and Its Approval by the Notary Public
598
2. Contents of the Articles of Association
598
a. Mandatory Components
598
b. Optional Components
599
B. Permission of the Ministry of Customs and Trade
600
C. Registration and Announcement of the Company
600
IV. AMENDING ARTICLES OF ASSOCIATION
601
V. ORGANS OF COOPERATIVE COMPANY
601
A. In General Terms
601
B. General Assembly
602
1. In General Terms
602
2. Nontransferable Powers of the General Assembly
602
3. Calling the General Assembly to Meeting and Quorums for Decisions
603
a. Calling to Meeting
603
aa. In General Terms
603
bb. Those Who Are Authorized to Make the Call to the Meeting
604
b. Making the Meeting, Principle of Adherence to the Agenda and Quorums for Decisions
605
aa. Making the Meeting, Principle of Adherence to the Agenda
605
bb. Quorums for Decisions
607
c. Cancellability of the Decisions
607
C. Board of Directors
609
1. In General Terms
609
2. Membership of the Board of Directors
609
3. Power of Management and Representation and Its Transfer
610
a. Power of Management and Representation
610
b. Transfer of Power of Management and Representation
611
4. Legal and Penal Liabilities of the Members of Board of Directors
612
D. Auditors
612
1. Auditors and their Appointment in General Terms
612
2. Responsibilities
613
3. Confidentiality Obligation
614
VI. PARTNERSHIP IN COOPERATIVES
615
A. Open Door Principle and Limits of the Principle
615
1. Open Door Principle
615
2. Limits
616
a. Limitation by the Articles of Association
616
b. Limitation in Housing Cooperatives
616
c. Prohibition of Leaving Company and Leading to Compensation
617
B. Conditions of Gaining the Title of Partnership, Legal Reflections of Gaining the Title of Partnership and Proof of the Title of Partnership
618
1. Conditions of Gaining the Title of Partnership
618
a. Having the Capacity to Act
618
b. Making a Written Application to the Cooperative
618
2. Legal Reflections of Gaining the Title of Partnership
620
a. Being a Founding Partner
620
b. Becoming a Partner after Incorporation
620
c. Becoming a Partner by Taking over the Share of the Cooperative
621
d. Becoming a Partner by Inheritance
621
e. Becoming a Partner against ServiceResponsibilityReal Estate PropertyBusiness Establishment
622
3. Proof of the Title of Partnership – Partnership Certificate
623
C. Obligations and Rights of the Partners
624
1. General Principles Regarding Rights and Obligations
624
a. Principle of Personal Contribution
624
b. Principle of Equality
625
2. Obligations of Partners
625
a. Obligation to Pay Share Price and Contribution
625
b. Additional Payment Obligation
625
c. Confidentiality Obligation
626
d. Liability for Cooperative’s Debts
626
3. Rights of Partners
627
a. Rights Providing Participation
627
aa. Right to Attend the General Assembly Meetings
627
bb. Rights of Casting Votes and Representation
628
b. Protective Rights
629
aa. Right to Obtain Information
629
bb. Right to File Annulment Suit against the Decisions of General Assembly and Right to File Suit against the Decision of Dismissal
630
cc. Right to File Liability Suit
633
c. Rights Regarding Assets
633
aa. Rights over the Difference between Revenues and Expenses
633
bb. Rights over the Liquidation Dividend
633
dd. Right to be exempted from the ment as to Form in Transfer of Real Estate Property
634
D. Loss of the Title of Partnership
635
1. Reasons that Terminate the Title of Partnership
635
a. Leaving Company
635
b. Being Dismissed from the Company
636
c. Loss of the Title of Partnership Due to Failure to Pay the Obligation of Capital Subion and other Payments
638
d. Transfer of the Partnership Interest
639
e. Death of a Partner
639
f. Termination of the Duty and Service
639
g. Transfer of the Real Estate Propertythe Establishment
639
2. Legal Consequences of Termination of the Partnership Title
640
VII. TERMINATION AND LIQUIDATION OF COOPERATIVE COMPANY
641
A. Termination
641
B. Liquidation
641
Resources
645
Index
653
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Şematik Şirketler Hukuku
Ömer Korkut, M. Fatih Cengil, Mehmet Durdu,
Anonim Şirketlerde Kâr Payında İmtiyaz
Ayşe Güneş Aydın
Şirketler Hukuku Pratik Çalışmaları
Setenay Yağmur, Gül Büyükkılıç, Abdüssamet Yılmaz
Anonim Şirketlerde Mali Durum Bozulması ve İyileştirme Önlemleri
Memet Sinan Cebe
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